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(g) the impact of any integration of the
businesses and operations of the applicant
or applicants with those of the company on
the conduct of those businesses and
operations; and
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(h) the best interests of the financial system
in Canada.
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| Exception
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(1.1) The Minister shall take into account
only paragraph (1)(d) if the application is in
respect of a transaction that would result in the
applicant or applicants holding
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(a) more than 10 per cent but less than 20
per cent of any class of the outstanding
voting shares of a converted company in
respect of which subsection 407(4) applies
or of a company to which subsection 407(5)
applies; or
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(b) more than 10 per cent but less than 30
per cent of any class of non-voting shares of
such a converted company or company.
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398. Section 421 of the Act is replaced by
the following:
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| Terms and
conditions
|
421. The Minister may impose any terms
and conditions in respect of an approval given
under this Part that the Minister considers
necessary to ensure compliance with any
provision of this Act.
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399. (1) Subsection 422(1) of the Act is
replaced by the following:
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| Certifying
receipt of
application
|
422. (1) If , in the opinion of the
Superintendent, an application filed under this
Part contains all the required information, the
Superintendent shall without delay refer the
application to the Minister and send a receipt
to the applicant certifying the date on which
the completed application was received by the
Superintendent.
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(2) Subsection 422(2) of the English
version of the Act is replaced by the
following:
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| Incomplete
application
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(2) If , in the opinion of the Superintendent,
an application filed under this Part is
incomplete, the Superintendent shall send a
notice to the applicant specifying the
information required by the Superintendent to
complete the application.
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| 1996, c. 6,
s. 78
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400. (1) The portion of subsection 432(1)
of the Act before paragraph (a) is replaced
by the following:
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| Disposition of
shareholdings
|
432. (1) If , with respect to any company, a
person contravenes subsection 407(1), (4),
(9), (11) or (15) or section 407.03, 407.1 or
407.2 or fails to comply with an undertaking
referred to in subsection 416(2) or with any
term or condition imposed under section 421,
the Minister may, if the Minister considers it
in the public interest to do so, by order, direct
that person and any person controlled by that
person to dispose of any number of shares of
the bank beneficially owned by any of those
persons that the Minister specifies in the
order, within the time specified in the order
and in the proportion, if any, as between the
person and the persons controlled by that
person that is specified in the order.
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(2) Subsections 432(3) and (4) of the Act
are replaced by the following:
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| Appeal
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(3) Any person with respect to whom a
direction has been made under subsection (1)
may, within thirty days after the date of the
direction, appeal the matter in accordance
with section 1020 .
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| 1997, c. 15,
s. 247
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401. (1) The portion of subsection 441(1)
of the Act before paragraph (e) is replaced
by the following:
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| Additional
activities
|
441. (1) In addition, a company may
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(a) act as an agent for vendors, purchasers,
mortgagors, mortgagees, lessors or lessees
of real property and provide consulting or
appraisal services in respect of real
property;
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(b) hold, manage and otherwise deal with
real property;
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(c) provide information processing services
in Canada that the company has developed
for its own use and that are an integral part
of the company's operations to entities in
which the company has a substantial
investment that do not provide information
processing services to other entities;
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(d) outside Canada, or with the prior written
approval of the Minister, in Canada, engage
in any of the following activities, namely,
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(i) collecting, manipulating and
transmitting
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(A) information that is primarily
financial or economic in nature,
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(B) information that relates to the
business of a permitted entity, as
defined in subsection 490(1), or
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(C) any other prescribed information,
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(ii) providing advisory or other services
in the design, development or
implementation of information
management systems,
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(iii) designing, developing or marketing
computer software, and
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(iv) designing, developing,
manufacturing or selling, as an ancillary
activity to any activity referred to in any
of subparagraphs (i) to (iii) that the
company is engaging in, computer
equipment integral to the provision of
information services related to the
business of financial institutions or to the
provision of financial services;
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(d.1) with the prior written approval of the
Minister, develop, design, hold, manage or
otherwise deal with data transmission
systems, information sites, communication
devices or information platforms or portals
that are used
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(i) to provide information that is
primarily financial or economic in
nature,
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(ii) to provide information that relates to
the business of a permitted entity, as
defined in subsection 490(1), or
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(iii) for a prescribed purpose or in
prescribed circumstances;
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| 1997, c. 15,
s. 247(4)
|
(2) Subsection 441(1.1) of the Act is
replaced by the following:
|
|
| Additional
activities -
life companies
|
(1.1) A life company may engage under
prescribed terms and conditions, if any are
prescribed, in specialized business
management or advisory services.
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| 1997, c. 15,
s. 247(5)
|
(3) Paragraphs 441(4)(a) and (b) of the
Act are replaced by the following:
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(a) respecting what a company may or may
not do with respect to the carrying on of the
activities referred to in any of paragraphs
(1)(d) and (d.1) and subsection (1.1); and
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(b) imposing terms and conditions in
respect of
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(i) the provision of services referred to in
paragraphs (1)(a) and 440(2)(b), and
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(ii) the carrying on of the activities
referred to in any of paragraphs (1)(d)
and (d.1) and subsection (1.1).
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401.1 Paragraph 442(1)(a) of the Act is
replaced by the following:
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(a) act as agent for any person in respect of
the provision of any service that is provided
by a financial institution, a permitted entity
as defined in subsection 490(1) or a
prescribed entity;
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402. Section 470 of the Act is replaced by
the following:
|
|
| Policies re
security
interests
|
470. (1) The directors of a company shall
establish and the company shall adhere to
policies regarding the creation of security
interests in property of the company to secure
obligations of the company and the
acquisition by the company of beneficial
interests in property that is subject to security
interests.
|
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| Order to
amend
policies
|
(2) The Superintendent may, by order,
direct a company to amend its policies as
specified in the order.
|
|
| Compliance
|
(3) A company shall comply with an order
made under subsection (2) within the time
specified in the order.
|
|
| Regulations
and guidelines
|
470.1 The Governor in Council may make
regulations and the Superintendent may make
guidelines respecting the creation by a
company of security interests in its property to
secure obligations of the company and the
acquisition by the company of beneficial
interests in property that is subject to security
interests.
|
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| Exception
|
470.2 Sections 470 and 470.1 do not apply
in respect of a security interest created by a
company to secure an obligation of the
company to the Bank of Canada.
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|
403. Subsection 472(1) of the Act is
replaced by the following:
|
|
| Restriction on
partnerships
|
472. (1) Except with the approval of the
Superintendent, a company may not be a
general partner in a limited partnership or a
partner in a general partnership.
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|
|
404. (1) The portion of subsection 474(1)
of the Act before paragraph (a) is replaced
by the following:
|
|
| Restriction on
guarantees
|
474. (1) A life company shall not guarantee
on behalf of any person the payment or
repayment of any sum of money unless
|
|
| 1997, c. 15,
s. 254
|
(2) Subsection 474(2) of the French
version of the Act is replaced by the
following:
|
|
| Exception
|
(2) Dans les cas où la personne visée au
paragraphe (1) est une filiale de la société
garante, celle-ci peut garantir une somme qui
n'est pas fixe.
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|
405. Section 475 of the Act is replaced by
the following:
|
|
| Restriction on
leasing
|
475. A life company shall not engage in
Canada in any personal property leasing
activity in which a financial leasing entity ,
within the meaning of subsection 490(1), is
not permitted to engage.
|
|
| 1997, c. 15,
s. 255
|
406. Subsection 477(1) of the Act is
replaced by the following:
|
|
| Restriction on
guarantees
|
477. (1) A property and casualty company
shall not guarantee on behalf of any person the
payment or repayment of any sum of money
unless the person on whose behalf the
company has undertaken to guarantee the
payment or repayment is a subsidiary of the
company and has an unqualified obligation to
reimburse the company for the full amount of
the payment or repayment to be guaranteed.
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|
|
407. Section 479 of the Act, as enacted by
section 256 of An Act to amend certain laws
relating to financial institutions, being
chapter 15 of the Statutes of Canada, 1997,
is replaced by the following:
|
|
| Definition of
``cost of
borrowing''
|
479. For the purposes of this section and
sections 479.1 to 487, ``cost of borrowing''
means, in respect of a loan or an advance on
the security or against the cash surrender value
of a policy made by a company,
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(a) the interest or discount applicable to the
loan or advance;
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|
(b) any amount charged in connection with
the loan or advance that is payable by the
borrower to the company; and
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(c) any charge prescribed to be included in
the cost of borrowing.
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For those purposes, however, ``cost of
borrowing'' does not include any charge
prescribed to be excluded from the cost of
borrowing.
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|
408. (1) Sections 486 and 487 of the Act
are replaced by the following:
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|
|
|
|
| Procedures
for dealing
with
complaints
|
486. (1) A company shall
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|
|
(a) establish procedures for dealing with
complaints made by persons having
requested or received products or services
in Canada from the company ;
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|
(b) designate an officer or employee of the
company to be responsible for
implementing those procedures; and
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|
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(c) designate one or more officers or
employees of the company to receive and
deal with those complaints.
|
|
| Procedures to
be filed with
Commissioner
|
(2) A company shall file with the
Commissioner a copy of its procedures
established under paragraph (1)(a) .
|
|
| Obligation to
be member of
complaints
body
|
486.1 In any province, if there is no law of
the province that makes a company subject to
the jurisdiction of an organization that deals
with complaints made by persons having
requested or received products or services in
the province from a company, the company
shall be a member of an organization that is
not controlled by it and that deals with those
complaints that have not been resolved to the
satisfaction of the persons under procedures
established by companies under paragraph
486(1)(a).
|
|
| Information
on contacting
Agency
|
487. (1) A company shall, in the prescribed
manner, provide a person requesting or
receiving a product or service from it with
prescribed information on how to contact the
Agency if the person has a complaint about an
arrangement referred to in subsection 482(3),
a payment, credit or charge card , the
disclosure of or manner of calculating the cost
of borrowing in respect of a loan or an advance
on the security or against the cash surrender
value of a policy, or about any other obligation
of the company under a consumer provision.
|
|
| Report
|
(2) The Commissioner shall prepare a
report, to be included in the report referred to
in section 34 of the Financial Consumer
Agency of Canada Act , respecting
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|
|
(a) procedures for dealing with complaints
established by companies pursuant to
paragraph 486(1)(a); and
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|
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(b) the number and nature of complaints
that have been brought to the attention of
the Agency by persons who have requested
or received a product or service from a
company .
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|
(2) If this section comes into force before
paragraph 486(1)(a) and subsection 487(1)
of the Act, as enacted, respectively, by
sections 260 and 261 of An Act to amend
certain laws relating to financial institutions,
being chapter 15 of the Statutes of Canada,
1997, come into force, then sections 260 and
261 of that Act are repealed.
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|
|
|
409. The Act is amended by adding the
following after section 489:
|
|
| Public
accountability
statements
|
489.1 (1) A company with equity of $1
billion or more shall, in accordance with
regulations made under subsection (4),
annually publish a statement describing the
contribution of the company and its prescribed
affiliates to the Canadian economy and
society.
|
|
| Filing
|
(2) A company shall, in the manner and at
the time prescribed, file a copy of the
statement with the Commissioner.
|
|
| Provision of
statement to
public
|
(3) A company shall, in the manner and at
the time prescribed, disclose the statement to
its customers and to the public.
|
|
| Regulations
|
(4) The Governor in Council may make
regulations prescribing
|
|
|
|
(a) the name, contents and form of a
statement referred to in subsection (1) and
the time in which it must be prepared;
|
|
|
|
(b) affiliates of a company referred to in
subsection (1);
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|
(c) the manner and time in which a
statement must be filed under subsection
(2); and
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|
|
(d) the manner and time in which a
statement mentioned in subsection (3) is to
be disclosed, respectively, to a company's
customers and to the public.
|
|
| Regulations re
disclosure
|
489.2 The Governor in Council may,
subject to any other provisions of this Act
relating to the disclosure of information, make
regulations respecting the disclosure of
information by companies or any prescribed
class of companies, including regulations
respecting
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|
(a) the information that must be disclosed,
including information relating to
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|
(i) any product or service or prescribed
class of products or services offered by
them,
|
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|
(ii) any of their policies, procedures or
practices relating to the offer by them of
any product or service or prescribed class
of products or services,
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|
(iii) anything they are required to do or to
refrain from doing under a consumer
provision, and
|
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